Asia Securities Industry & Financial Markets Association

Agreement Among Hong Kong
Underwriters (Hong Kong IPO Version)Standard Form, Version 2.0
Last Updated: 28 June 2024

DEVELOPING ASIAN CAPITAL MARKETSAny person using this Agreement Among Hong Kong Underwriters (HongKong IPO Version) (“Agreement Among Hong Kong Underwriters”) shall bedeemed to have read, understood and agreed to the terms set out below:(i)This Agreement Among Hong Kong Underwriters is provided solely as a guide and is
not intended to be, and must not be regarded or relied upon as, legal or otherprofessional advice or opinions on any matters. Use of this Agreement Among Hong
Kong Underwriters is voluntary. You are advised to seek your own professional advice
as necessary.

(ii)

All market participants signing a Hong Kong underwriting agreement are responsible
for exercising their own independent judgment as to whether a particular agreement
is appropriate under the particular circumstances and conditions applicable to them.

(iii)

Any description of legal or regulatory provisions in this Agreement Among Hong Kong
Underwriters is for informational and summary purposes only and is not intended toconvey the full extent or details of regulatory obligations that may apply to any firm
or individual. Any persons using this Agreement Among Hong Kong Underwriters areencouraged to undertake their own review of relevant laws, rules, codes, guidelines
and circulars and other materials and are responsible for making their own
determination as to their legal and regulatory obligations.

(iv)

ASIFMA, its member firms and any other persons who have contributed to thedevelopment of this Agreement Among Hong Kong Underwriters: (a) accept no
responsibility or liability in any form for any errors or omissions in this Agreement
Among Hong Kong Underwriters or for any losses or damages howsoever arising from,
including any act or inaction in reliance on, any of its contents or omissions; (b) makeno representations or warranties of any kind and specifically disclaim any implied
representations or warranties of merchantability, fitness for a particular purpose,completeness or accuracy of this Agreement Among Hong Kong Underwriters;(c) make no representations that the use of or reference to this Agreement Among
Hong Kong Underwriters will satisfy any legal, regulatory or other obligations; and(d) disclaim any on-going duty or obligation to update or revise this Agreement
Among Hong Kong Underwriters or notify any persons of changes to laws, regulations
or regulatory guidance that may affect the use or application of this Agreement Among
Hong Kong Underwriters.

This Agreement Among Hong Kong Underwriters has been created for the benefit of all industry
participants. It is not owned, copyrighted or protected by ASIFMA.

Page 2

Agreement Among Hong Kong Underwriters (Hong Kong IPO Version)
1.

General1.1

Applicability of Agreement Among Hong Kong Underwriters: The terms of thisagreement among Hong Kong Underwriters, including the Schedules hereto (the“Agreement Among Hong Kong Underwriters” or “this Agreement”), shall apply inrespect of the Hong Kong Public Offering. This Agreement is conditional upon theexecution of the Hong Kong Underwriting Agreement and the Price Determination
Agreement.

1.2

Certain Definitions; Construction:
1.2.1

In this Agreement, unless the context otherwise requires, defined terms
used herein shall have the meanings ascribed to them in Schedule 2
hereto.

1.2.2

The headings in this Agreement are for convenience only and shall notaffect the interpretation of this Agreement.

1.2.3

The Schedules form part of this Agreement and shall have the sameforce and effect as if expressly set out in the body of this Agreement andany reference to this Agreement shall include the Schedules.

1.2.4

Except where the context otherwise requires, in this Agreement:(1)

references to “Clauses” and “Schedules” are to clauses of andschedules to this Agreement;(2)

the terms “herein”, “hereof”, “hereto”, “hereinafter” and similarterms shall in each case refer to this Agreement as a whole andnot to any particular clause, paragraph, sentence, schedule orother subdivision of this Agreement;(3)

the term “or” is not exclusive;(4)

the terms “purchase” and “purchaser”, when used in relation to
the Shares, shall include, respectively, a subscription for the
Shares and a subscriber for the Shares;(5)

the terms “sell” and “sale”, when used in relation to the Shares,
shall include an allotment or issuance of the Shares by theCompany;(6)

references to any statute or statutory provisions, or rules orregulations (whether or not having the force of law), shall be
construed as references to the same as amended, varied, modified,consolidated, re-enacted and/or replaced from time to time
(whether before or after the date of this Agreement) and to any
subordinate legislation made under such statutes or statutory
provisions;(7)

references to “persons” shall include natural persons, bodies
corporate, unincorporated associations and partnerships;(8)

references to a “subsidiary” or “holding company” shall be thesame as defined in Section 15 and Section 13, respectively, of theCompanies Ordinance;

Page 3(9)references to an “affiliate” or “affiliated”, in relation to any person,
shall be to any other person which directly or indirectly throughone or more intermediaries controls or is controlled by or is undercommon control with such person; for the purposes of theforegoing, “control” means the power, directly or indirectly, todirect or cause the direction of the management and policies of aperson, whether through the ownership of voting securities, bycontract or otherwise, and “controlled by” and “under common
control with” shall be construed accordingly;(10) unless otherwise specified, references to times of day and dates
are to Hong Kong times and dates, respectively; and(11) any reference to the singular shall include the plural and vice versa.
2.

Hong Kong Public Offering Underwriting
2.1

Hong Kong Public Offering Underwriting Commitment: Each of the Hong Kong
Underwriters agrees with the other Hong Kong Underwriters severally (and notjointly or jointly and severally) that it accepts its Hong Kong Public Offering
Underwriting Commitment (subject to any reallocation and adjustment as referred
to in this Agreement and/or the Hong Kong Underwriting Agreement) and confirms
it will execute, or ratify (as the case may be) the execution of, the Hong Kong
Underwriting Agreement (with such variations as the Overall Coordinator shall in
its sole judgment consider not to have a material adverse effect upon the interestsof such Hong Kong Underwriter) and put in place the necessary arrangements fordoing so.

2.2

Entitlement to Purchase: Each of the Hong Kong Underwriters agrees that,
notwithstanding its several obligation to apply to purchase, or to procure
applications to purchase, and to pay for, the relevant Hong Kong Offer Shares
under the Hong Kong Underwriting Agreement, it shall have no entitlement toapply to purchase the Hong Kong Offer Shares offered under the Hong Kong Public
Offering except to the extent that they are offered or required to be purchased byit under the Hong Kong Underwriting Agreement or this Agreement.

2.3

Application by Others: The Overall Coordinator is authorised (but is not obliged),in its sole discretion, to arrange for the application by others (including themselves
and/or any other Hong Kong Underwriter) to purchase any Hong Kong Offer
Shares not purchased by any Hong Kong Underwriter in default of such Hong Kong
Underwriter’s obligations under this Agreement and/or the Hong Kong
Underwriting Agreement and/or as a result of the Overall Coordinator exercising
its discretion described in Clause 2.4 (Undersubscription; Reallocation). For the
avoidance of doubt, any action taken by the Overall Coordinator shall not relieve
any defaulting Hong Kong Underwriter from liability in respect of any such default
under this Agreement and/or the Hong Kong Underwriting Agreement.

2.4

Undersubscription; Reallocation:
acknowledges and agrees that:
2.4.1

Each

of

the

Hong

Kong

Underwriters

The Overall Coordinator has the sole and absolute discretion in the eventof a Hong Kong Public Offering Under-Subscription to reallocate any
Hong Kong Offer Shares, which have not been applied for pursuant to
Accepted Hong Kong Public Offer Applications, from the Hong Kong Public
Offering to the International Offering in accordance with the Hong Kong
Underwriting Agreement. In such event, the respective Hong Kong Public
Offering Underwriting Commitments of the Hong Kong Underwriters may
be reduced in such proportion as the Overall Coordinator may in its soleand absolute discretion determine. Any Hong Kong Offer Shares which
are so reallocated from the Hong Kong Public Offering to the

Page 4

International Offering shall for all purposes (including underwriting
commission and expenses) be deemed to be International Offer Sharesand will be allocated to increase the Purchase Obligations of theInternational Underwriters.
2.4.2(1) The Overall Coordinator has the sole and absolute discretion toreallocate any International Offer Shares from the International Offeringto the Hong Kong Public Offering in accordance with the Hong Kong
Underwriting Agreement, subject to subsection (2) of this Clause 2.4.2;and (2) the International Offer Shares are required to, and will, be
reallocated from the International Offering to the Hong Kong Public
Offering in the circumstances and in accordance with the allocation basis
set out in the Hong Kong Underwriting Agreement. In each of the above
circumstances, the International Offer Shares so reallocated shall not be
deemed to be Hong Kong Offer Shares so as to increase the respective
Hong Kong Public Offering Underwriting Commitments of the Hong Kong
Underwriters.

2.4.3

In the event of a Hong Kong Public Offering Under-Subscription, theOverall Coordinator shall have the right (to be exercised at its sole andabsolute discretion and in relation to which it is under no obligation to
exercise) to apply for (subject to and in accordance with the Hong Kong
Underwriting Agreement) all or any of the Hong Kong Offer Shares which
any Hong Kong Underwriter is required to subscribe for pursuant to its
several underwriting commitment under the Hong Kong Underwriting
Agreement. Any application submitted or procured to be submitted by
the Overall Coordinator pursuant to this Clause 2.4.3 in respect of which
payment is made mutatis mutandis shall satisfy (to the applicable extent)
the several underwriting commitment of the relevant Hong Kong
Underwriter under the Hong Kong Underwriting Agreement but shall notaffect any agreement or arrangement among the Hong Kong
Underwriters regarding the payment of underwriting commission.

For the avoidance of doubt, nothing in this Clause 2.4 shall prejudice the payment
by the Company of any Incentive Fee to the Hong Kong Underwriters and theInternational Underwriters pursuant to the Hong Kong Underwriting Agreement
and the International Underwriting Agreement, respectively.
2.5

Separate Underwriting Commitments: Each of the Hong Kong Underwriters
acknowledges and agrees that certain of the Hong Kong Underwriters and/or theiraffiliates are also International Underwriters and the underwriting commitment ofany person as a Hong Kong Underwriter (with respect to the Hong Kong Public
Offering) is entirely separate from (and additional to) any underwriting
commitment of the same person or its affiliates as an International Underwriter(with respect to the International Offering). For the avoidance of doubt, thenumber of International Offer Shares for which a Hong Kong Underwriter or anyof its affiliates (in its capacity as an International Underwriter) has purchased or
procured purchasers under the International Offering shall not be used to set off
that Hong Kong Underwriter's Hong Kong Public Offering Underwriting
Commitment.

2.6

Rejected Applications: Without prejudice to any other provisions of this Agreement,each Hong Kong Underwriter agrees that the Overall Coordinator shall have theright (but not the obligation) in its sole discretion to do any one or more of thefollowing: (1) reject all or some of the applications procured by the Hong Kong
Underwriter to purchase Hong Kong Offer Shares; (2) reallocate the Hong Kong
Offer Shares in respect of the rejected applications; and (3) require each Hong
Kong Underwriter to procure applications acceptable to the Overall Coordinator topurchase, or to apply to purchase, the number of Hong Kong Offer Shares forwhich the Overall Coordinator has rejected applications.

Page 5

3.

2.7

Prohibited Applications: Each of the Hong Kong Underwriters agrees andundertakes that (except to the extent the SEHK’s consent is not required under
Appendix F1 to the Listing Rules (the “Placing Guidelines”) or has been obtained
pursuant to paragraph 5 of the Placing Guidelines): (1) it and the placees procured
by it and their respective ultimate beneficial owners are third parties independentof the Company; (2) none of the securities in the Company placed by or throughit have been or will be allocated to any: (a) “core connected persons” (as definedin the Listing Rules) of the Company, any directors or existing shareholders of theCompany (or any of their respective “close associates”) (as defined in the Listing
Rules), whether in their own name or through nominees; or (b) “connected clients”
of the Overall Coordinator, any syndicate member(s) (other than the Overall
Coordinator) or any distributor(s) (other than syndicate member(s)); or (c)person who is a nominee company (unless the names of the ultimate beneficiaries
are disclosed to the SEHK); or (d) person acting in such manner which does notcomply with the laws, practices and/or regulations of the jurisdiction in which theapplication by, or the solicitation of, such person takes place (or to which suchapplication or the solicitation is otherwise subject) including but not limited to thePlacing Guidelines; or (e) person who has purchased or will purchase International
Offer Shares under the International Offering; and (3) the placees procured by it
and their respective ultimate beneficial owners have the financial capacity to meetall obligations arising from such orders, and are not financed directly or indirectlyby, or accustomed to taking instructions from, the Company, any of the directors,
chief executives, controlling shareholder(s), substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries, or a close associate ofany of them.

2.8

Sub-Underwriters: Except as otherwise permitted in the Hong Kong Underwriting
Agreement or in Schedule 1 hereto, no Hong Kong Underwriter may appoint any
sub-underwriter or undertake any sub-underwriting in respect of any part of its
Hong Kong Public Offering Underwriting Commitment.

Authorisation of Overall Coordinator
3.1

Relevant Agreements: Each Hong Kong Underwriter (other than the Overall
Coordinator) authorises or ratifies (as applicable), subject to any applicable powerof attorney, the Overall Coordinator to enter into this Agreement, the Hong Kong
Underwriting Agreement, the Price Determination Agreement, the Receiving
Banks Agreement and the Agreement Between Syndicates (together, the“Relevant Agreements”) on its behalf, and to agree to any variations to theRelevant Agreements which, in the Overall Coordinator’s sole judgement, will nothave a material adverse effect upon the interests of such Hong Kong Underwriter.
Each Hong Kong Underwriter agrees with the Overall Coordinator to observe andcomply with its obligations under the Relevant Agreements.

3.2

Decisions, Agreements, Approvals and Consents: Each Hong Kong Underwriteracknowledges that each of the Relevant Agreements provides for or contemplates
certain decisions, agreements, approvals and consents to be given or made on
behalf of the Hong Kong Underwriters by, and certain rights, discretions andpowers to be granted to or exercisable on behalf of the Hong Kong Underwriters
by, the Overall Coordinator, including but not limited to: (1) exercising the rightto extend the deadline for fulfilment of, or to waive all or part of, any of theconditions to which the Hong Kong Underwriting Agreement is subject;(2) terminating the Hong Kong Underwriting Agreement pursuant to its terms;(3) accepting or rejecting (in whole or in part) any applications for Hong Kong
Offer Shares; (4) reallocating the Offer Shares between the Hong Kong Public
Offering and the International Offering; and (5) agreeing the Offer Price andexecuting the Price Determination Agreement with the Company.

Page 6

3.3

Exercise of Rights Under the Hong Kong Underwriting Agreement: Each Hong Kong
Underwriter (other than the Overall Coordinator) authorises the Overall
Coordinator as its agent and on its behalf in the sole and absolute discretion of
the Overall Coordinator to exercise or waive any and all rights and discretions
granted to that Hong Kong Underwriter under the Hong Kong Underwriting
Agreement or expressed to be exercisable by the Overall Coordinator (on behalfof the Hong Kong Underwriters), including but not limited to: (1) making
deductions from the gross proceeds to the Hong Kong Underwriters pursuant to
the terms of the Hong Kong Underwriting Agreement; and (2) the discretion to
give consent to the Company, Selling Shareholders and/or Controlling
Shareholders, as the case may be, to take certain actions pursuant to the Hong
Kong Underwriting Agreement.

3.4

Performance of Acts: Each Hong Kong Underwriter (other than the Overall
Coordinator) authorises the Overall Coordinator as its agent and attorney and on
its behalf in the sole and absolute discretion of the Overall Coordinator (but not
the obligation) to: (1) do all acts or things which such Hong Kong Underwriter is(or all the Hong Kong Underwriters together are) required or entitled to do inconnection with the Hong Kong Public Offering and the International Offering; and(2) give and make any and all representations, decisions, agreements, approvals
and consents, or exercise or waive any rights, discretions and powers, provided
or contemplated by the Hong Kong Underwriting Agreement, the Agreement
Between Syndicates, this Agreement or the Receiving Banks Agreement to begiven, made, exercised or waived (or capable of being given, made, exercised or
waived) on behalf of that Hong Kong Underwriter (or all the Hong Kong
Underwriters together) by the Overall Coordinator.

3.5

Disputes Relating to Hong Kong Public Offering Underwriting Commitment: EachHong Kong Underwriter agrees that the Overall Coordinator’s determination shallbe conclusive and binding on it in the event of any dispute on matters relating to
the Hong Kong Public Offering Underwriting Commitment.

3.6

Arrangement Letter and Comfort Letters: Each Hong Kong Underwriter (other thanthe Overall Coordinator) authorises the Overall Coordinator, as its agent andattorney and on its behalf, to agree to and enter into a letter with the Reporting
Accountants to determine the scope and limitations of the work to be performedby the Reporting Accountants in connection with the rendering of certain comfort
letters relating to the Hong Kong Public Offering and to agree to the form andsubstance of the comfort letters to be issued in connection therewith.

3.7

Filing of Notices and Reports: Each Hong Kong Underwriter (other than the Overall
Coordinator) authorises the Overall Coordinator to file with any Authority any
notices and reports required to be filed in connection with the transactions effectedby the Overall Coordinator on behalf of or for the account of such Hong Kong
Underwriter pursuant to this Agreement and agrees to furnish the Overall
Coordinator with any information and certificates needed for such notices andreports.

3.8

International Underwriting Agreement: Without prejudice to the generality of (orotherwise affecting) any of the provisions of this Clause 3, each of the Hong Kong
Underwriters in its capacity as a Hong Kong Underwriter acknowledges that,
although the Hong Kong Underwriting Agreement is conditional on (among otherthings) the International Underwriting Agreement becoming unconditional, andthe International Underwriting Agreement contains and is subject to its own
conditions (including delivery of certain comfort letters and opinions): (1) the
Hong Kong Underwriters have no separate right to invoke any such conditions and(2) any such conditions may be waived (in whole or in part and in accordance withthe relevant terms of the International Underwriting Agreement) without
reference to the Hong Kong Underwriters.

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3.9

Agreement Between Syndicates: Each Hong Kong Underwriter acknowledges theterms of the Agreement Between Syndicates, and each Hong Kong Underwriter(other than the Overall Coordinator): (1) irrevocably authorises the Overall
Coordinator to enter into the Agreement Between Syndicates on its behalf (withsuch variations or amendments as the Overall Coordinator shall in its solejudgement consider not to have a material adverse effect upon such Hong Kong
Underwriter) so as to bind it in the capacity of Hong Kong Underwriter; and (2)agrees with the Overall Coordinator to observe and comply with its obligations asa Hong Kong Underwriter under the Agreement Between Syndicates.

3.10 Ratification of Actions: Each Hong Kong Underwriter ratifies all action taken by theOverall Coordinator pursuant to this Clause 3 and undertakes on demand to ratify
any action taken after the date hereof pursuant to this Clause 3.
4.

Orderly Marketing
4.1

Consultation with Overall Coordinator: The Hong Kong Underwriters shall consult
with the Overall Coordinator as may be necessary to provide an orderly marketingof the Global Offering and the Hong Kong Public Offering.

4.2

Solicitation or Procurement of Applications: No Hong Kong Underwriter shalldirectly or indirectly offer, or solicit or procure any application to purchase any
Shares under the Hong Kong Public Offering at less than the Offer Price (together
with amounts on account of Brokerage, Trading Fee and Transaction Levies) and/or
on terms otherwise than in full compliance with the applicable laws and the termsof this Agreement, the Hong Kong Underwriting Agreement and the Hong Kong
Public Offer Documents.

4.3

Sale of Shares During Stabilizing Period: If any Hong Kong Underwriter becomes
obliged to purchase or to procure applications to purchase Hong Kong Offer Sharesin fulfilment of its Hong Kong Public Offering Underwriting Commitment, and thatHong Kong Underwriter wishes to sell those Shares (or any of them) at any time
during the stabilizing period (as defined in the Securities and Futures (Price
Stabilizing) Rules made under the Securities and Futures Ordinance (the “Price
Stabilizing Rules”)), that Hong Kong Underwriter shall first consult with the Overall
Coordinator (before effecting or entering into any agreement for any such sale)with a view to arrangements being made for the orderly sale of such Shares heldby that Hong Kong Underwriter.

4.4

Compliance with Guidelines and Requirements: Each Hong Kong Underwriter shallfollow any guidelines issued by the Overall Coordinator or its external legal counsel
in connection with the Global Offering (as the same may be amended from time
to time), including guidelines in respect of orderly marketing and research reports.
Without prejudice to the generality of the foregoing, each Hong Kong Underwriteragrees and undertakes to each other that: (1) it has observed and will continue
to observe all relevant requirements of the invitation from the Overall Coordinator
to it to participate as an underwriting syndicate member for the Hong Kong Public
Offering; and (2) it will apply to purchase or procure applications to purchase
Hong Kong Offer Shares on the basis of the Hong Kong Prospectus.

4.5

Public Advertisements: Each Hong Kong Underwriter agrees that any public
advertisement of the Global Offering shall be made by the Overall Coordinator on
behalf of the Hong Kong Underwriters (and/or the Company) on such dates andin such countries as the Overall Coordinator shall absolutely determine, provided
that such advertisements shall comply with applicable laws in the relevant
jurisdiction. Each Hong Kong Underwriter consents to the use by the Overall
Coordinator and/or the Company of its name in such manner and suchadvertisement(s) as the Overall Coordinator shall see fit. Each Hong Kong
Underwriter agrees that it has not advertised and will not advertise the Global
Offering and will not do so in any jurisdiction until after the Overall Coordinator

Page 8has advertised in such jurisdiction or determined that it will not advertise therein.
Each Hong Kong Underwriter acknowledges and agrees that it shall not advertisein any jurisdiction without first obtaining the written consent of the Overall
Coordinator and ensuring that such advertisements comply with all applicable laws
and regulations and are made at the sole expense of such Hong Kong Underwriter.
5.

6.

7.

Stabilization
5.1

Stabilizing Manager: Each Hong Kong Underwriter acknowledges and confirmsthat only the Stabilizing Manager (as defined in Schedule 1 hereto) or any person
acting for it is authorised and may, to the extent permitted by and subject tocompliance with all applicable laws, rules and regulations in place in Hong Kongon stabilization, including the Price Stabilizing Rules, over-allocate or effecttransactions in the market or otherwise with a view to stabilizing the market priceof the Shares. Such authority includes (for the avoidance of doubt) power toadvance its own funds, or borrow, for account of the International Underwriters
for such purposes.

5.2

No Stabilizing Transactions or Price Maintenance: Each Hong Kong Underwriterrepresents that it (and its affiliated purchasers) has not made and agrees that it
will not (and will cause its affiliated purchasers not to) make bids or purchases or
effect any other transactions (including but not limited to issuing any option orderivative or structured product which has, as its underlying asset, any Shares),whether in the open market or otherwise, for the purpose of or with a view tocreating actual, or apparent, active trading in the Shares or raising, stabilizing ormaintaining the price of the Shares to or at levels other than those which mightotherwise prevail in the open market; provided, however, that, for the avoidanceof doubt, this restriction shall not apply to the Stabilizing Manager (or any person
acting for it) and any stabilization transactions and activities relating to the Sharesconducted by the Stabilizing Manager (or any person acting for it) in accordancewith applicable laws and regulations.

5.3

Stabilization Losses and Profits: All liabilities, expenses or losses arising fromover-allocations and stabilizing activities and all profits or gains arising from overallocations and stabilizing activities shall be allocated as set forth in the Agreement
Among International Underwriters. The Hong Kong Underwriters shall not be
responsible for any profits and losses arising from such over-allocations andstabilizing activities.

Fees, Commissions, Brokerage and Expenses
6.1

Fees, Commissions and Brokerage: Fees, commissions and brokerage inconnection with the Hong Kong Public Offering shall be as set forth in and shall besettled in accordance with Schedule 1 hereto.

6.2

Expenses: Expenses in connection with the Hong Kong Public Offering shall beallocated and settled as set forth in Schedule 1 hereto.

6.3

Interest on Funds: Unless otherwise set forth in Schedule 1 hereto, the Settlement
Manager shall not be accountable for and shall be entitled to retain interest on
funds in its hands, and any such funds may be held by it unsegregated from its
general funds.

Geographical Restrictions on Offers of Shares
7.1

Sales Only in Hong Kong: The Hong Kong Underwriters may offer and sell Offer
Shares only in Hong Kong.

7.2

Prohibited Sales; Distribution of Documents:

Page 98.

7.2.1

Each of the Hong Kong Underwriters covenants to each other, and to theOverall Coordinator, that it shall not in its capacity as a Hong Kong
Underwriter, directly or indirectly: (1) make any Prohibited Sale; (2)offer or sell, or solicit any application to purchase, any Hong Kong Offer
Shares to any person whom it has reason to believe may intend, directly
or indirectly, to make any offer or sale, or any solicitation of an
application to purchase, which, if made by such Hong Kong Underwriter,
would be a Prohibited Sale; or (3) distribute or publish, directly or
indirectly, any documents in relation to the Global Offering.

7.2.2

The Overall Coordinator may, in its absolute discretion, determine thatany proposed offer or sale of, or any proposed solicitation of an offer topurchase or apply for, Hong Kong Offer Shares: (1) between Hong Kong
Underwriters which are members of different syndicates; or (2) which
would otherwise be a Prohibited Sale, should not be a Prohibited Sale,
subject in any such case to such offer, sale or solicitation being still incompliance with the laws and regulations of the jurisdiction in which suchoffer takes place or to which it is otherwise subject.

7.2.3“Prohibited Sale” means any offer or sale of, or any solicitation of an
offer or application to purchase, any Hong Kong Offer Shares, or any
right or interest therein, outside Hong Kong, and for the purpose of thisAgreement, an offer or sale, or a solicitation of an offer or application to
subscribe or purchase, shall be in Hong Kong if it is made to (1) any
individual resident in Hong Kong or (2) any corporation, partnership,
pension, profit-sharing or other trust or other entity (including any such
entity constituting any investment adviser acting with discretionary
authority) whose office most directly involved with the purchase islocated in Hong Kong.

Representations, Warranties and Undertakings
8.1

Representations, Warranties and Undertakings of Hong Kong Underwriters: Eachof the Hong Kong Underwriters severally represents, warrants, covenants andundertakes to the Overall Coordinator and each other as follows:
8.1.1

it is duly incorporated and is validly existing under the laws of its placeof incorporation;

8.1.2

it has the requisite power and authority to enter into and perform thisAgreement;

8.1.3

this Agreement constitutes and any other documents required to be
executed by it pursuant to the provisions of this Agreement will, when
executed, constitute its valid and binding obligations in accordance with
their respective terms;

8.1.4

the execution and delivery of, and the performance of its obligations
under, this Agreement will not: (1) result in a breach of any provision ofits memorandum or articles of association (or equivalent constitutive
documents); (2) result in a breach of, or constitute a default under, any
instrument to which it is a party or by which it is bound; (3) result in a
breach of any law, rule or regulation or any order, judgment, decree,ruling, notice or circular of any court, government or governmental or
regulatory body (including, without limitation, the CSRC, the SEHK and
the SFC) to which it is a party or is subject or by which it is bound; (4)require the sanction or consent of its shareholders or the sanction,consent, approval, permission or authorisation of any other person; or(5) require any approval from any governmental or regulatory body;

Page 10

8.1.5it acknowledges that no action has been taken by the Company or theOverall Coordinator that would, or is intended to, permit a public offer of
the Shares in any country or jurisdiction where any such action for that
purpose is required, except Hong Kong, and accordingly, it has not,directly or indirectly, offered or sold or distributed and will not, directly
or indirectly, offer or sell any Shares or distribute or publish any offering
circular, prospectus, form of application, advertisement or otherdocument or information in any country or jurisdiction except inaccordance with the provisions of this Agreement and undercircumstances that will result in compliance with all applicable laws andregulations, and it will make or obtain all necessary filings, consents orapprovals, in each jurisdiction in which it purchases, offers, sells ordelivers the Offer Shares;

8.1.6

it has complied and will comply with all provisions applicable to or
relevant to it and/or to Hong Kong Public Offering under the Listing Rules
and the Code of Conduct, and will provide promptly all assistancereasonably requested by the Overall Coordinator in respect of any
matters arising in connection therewith or any other matters relating to
the Hong Kong Public Offering raised by the CSRC, the SEHK, the SFC orotherwise; in particular and without prejudice to the generality of theforegoing, it will comply with all guidelines issued by the SEHK and/or
the SFC in relation to the Hong Kong Public Offering and will supply theOverall Coordinator (or any of its affiliates), the SEHK and/or the SFC
with names and such information and particulars for all their accounts
who purchased the Hong Kong Offer Shares as may be from time to time
requested by the Overall Coordinator, the SEHK and/or the SFC andensure that all investors are made aware that their names and the namesof their respective ultimate beneficiary owners may be submitted to theOverall Coordinator, the SEHK and/or the SFC;

8.1.7

it has not and will not engage in any directed selling efforts (within themeaning of Rule 902 of Regulation S) with respect to the Offer Shares;

8.1.8

it has observed and complied with and will continue to observe andcomply with the selling restrictions in the relevant jurisdictions set forthin the Hong Kong Prospectus;

8.1.9

it has followed or complied and will follow or comply with any guidelines(including with respect to publicity, research and orderly marketing)issued in connection with the Global Offering;

8.1.10it will take all reasonable steps to provide to the SEHK the information
required to be submitted in the SEHK’s placee list template or by the
FINI interface or under the Listing Rules in relation to the placees andwill disclose in a timely manner to the Overall Coordinator and each otherHong Kong Underwriter as necessary any information that it becomesaware of in relation to any investors (or their beneficial owners) thatwould be relevant for compliance by the Overall Coordinator and eachother Hong Kong Underwriter with their respective obligations to provide
placee information to the SEHK under the Listing Rules;

8.1.11no person employed by it or any of its associates or affiliates (being aperson to whom paragraph 16 of the Code of Conduct applies) has
received or solicited from the Company, its directors, employees orsubstantial shareholders, or from any of their respective advisers,
whether directly or indirectly, any material information, including
forward-looking information (whether qualitative or quantitative)
concerning the Company that is not (1) reasonably expected to be
included in the Hong Kong Prospectus or (2) publicly available, and it

Page 11undertakes, for itself and on behalf of its associates and affiliates thatnone of the persons referred to above shall solicit or seek suchinformation at any time up to and including the fortieth day immediately
following the date on which the Offer Price is determined in accordancewith the International Underwriting Agreement;

9.

8.1.12it has the necessary licences under the Securities and Futures Ordinance,such authorisations and approved status necessary or desirable for the
purpose of entering into and performing its obligations under thisAgreement and the Hong Kong Underwriting Agreement and thetransactions contemplated hereunder and thereunder, and it has notdone and will not do anything in any jurisdiction that has infringed or will
infringe any securities laws or regulations of that jurisdiction; and8.1.13it shall comply with the restrictions relating to offers by any Hong Kong
Underwriter for sale of, or solicitations by any Hong Kong Underwriter of
any application to purchase, the Shares or any right or interest in the
Shares set out in the Hong Kong Underwriting Agreement and thisAgreement.

8.2

Liability for Breaches: Any liability arising in respect of any breach of any of theforegoing representations, warranties and undertakings shall continue
notwithstanding, and shall not be affected by, the completion of the purchase andissuance of the Shares or the termination of this Agreement.

8.3

Notification to Overall Coordinator: Each Hong Kong Underwriter undertakes to
the Overall Coordinator and each other that it will give notice to the Overall
Coordinator if:
8.3.1

any matter or event comes to its attention which shows any of theforegoing representations, warranties and undertakings to be or to havebecome untrue or misleading or breached or which shows that theCompany is or has been in breach of or in default under any of its
obligations under the Hong Kong Underwriting Agreement;

8.3.2

it becomes aware that any of the investors (or their beneficial owners)
falls within (1) any of the placee categories (other than “Not Applicable”
or, unless requested, “Non-SFC authorised fund”) as set out in the
SEHK’s placee list template or as required to be disclosed by the FINI
interface in relation to the placees or under the Listing Rules or (2) anyof the groups of the placees that would be required under the Listing
Rules (including but not limited to Rule 12.08A) to be identified in the
Company’s allotment results announcement; or

8.3.3

there shall occur any event or circumstance of which it is aware that willor may entitle the Overall Coordinator or any of the other parties to theHong Kong Underwriting Agreement to terminate or rescind the Hong
Kong Underwriting Agreement or to exercise any right, power ordiscretion thereunder which will or may in any way adversely affect the
Global Offering.

Indemnification
9.1

Indemnification: Each of the Hong Kong Underwriters (the “indemnifying party”)
undertakes, severally, to indemnify on demand the Overall Coordinator and/or
each of the other Hong Kong Underwriters (apart from the indemnifying party)
and each of their respective affiliates, for itself and on trust for its controllingpersons, subsidiaries, branches, affiliates, directors, officers, employees andagents (individually, an “indemnified party” and collectively, the “indemnified
parties”) against: (1) all actions, claims (whether or not any such claim involves

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or results in any actions or proceedings) and proceedings from time to time madeor threatened against (individually, a “Proceeding” and collectively, “Proceedings”);
and (2) all losses and damages suffered and all payments, costs and expenses
made or incurred (including, without limitation, all payments, costs or expenses
made or incurred arising out of or in connection with any such Proceedings,
whether or not successful, the settlement of any such Proceedings or theenforcement of any such settlement or any judgement obtained in respect of any
such Proceedings) (individually, a “Loss” and collectively, “Losses” ) by, thatindemnified party arising out of or in connection with any of the representations,warranties and undertakings of the indemnifying party under this Agreement
being untrue or misleading or having been breached in any material respect orbeing alleged to be untrue or misleading in any material respect or alleged to havebeen breached in any material respect (with such amount of indemnity to be paid
to the Overall Coordinator and/or each of the Hong Kong Underwriters to cover all
the Proceedings against and Losses incurred by such party and its related parties).
9.2

10.

Waiver of Liability: The Overall Coordinator shall be under no liability (except for
its want of good faith and for obligations expressly assumed hereunder) for or in
respect of (1) the validity or value of, or title to, any Shares; (2) the form of, or
the statements contained in or omitted from, or the validity of the Hong Kong
Prospectus, or any amendment or supplement thereto, or any document or
information which may be attached to and made a part of any of them, or any
letters or instruments executed by or on behalf of the Company or others; (3) theform or validity of the Hong Kong Underwriting Agreement, the Agreement
Between Syndicates and/or this Agreement; (4) the delivery of the Hong Kong
Offer Shares; (5) the performance by the Company of any agreement on its part;(6) the qualification for the subscription of the Hong Kong Offer Shares or sale
under the laws of any jurisdiction or the right of any Hong Kong Underwriter or
any other person to offer or sell the Hong Kong Offer Shares in any jurisdiction;or (7) any matter in connection with any of the foregoing.

Defaulting Hong Kong Underwriters; Termination
10.1 Rights in Event of Default: In the event that a Hong Kong Underwriter defaults inany of its obligations under this Agreement and/or the Hong Kong Underwriting
Agreement, the Overall Coordinator shall have the right in its sole and absolute
discretion (but not the obligation) to do or procure to do one or more of thefollowing:
10.1.1apply for and effect payment of the total amount payable for the Hong
Kong Offer Shares by that Hong Kong Underwriter pursuant to the termsof the Hong Kong Underwriting Agreement;

10.1.2in the event of default in payment, the Overall Coordinator shall havethe right (but not the obligation) to borrow and/or fund on behalf of andwithout reference to that Hong Kong Underwriter an amount equal to but
not more than the amount necessary to effect the payment for thedefaulting Hong Kong Underwriter;

10.1.3for every 24 hours such payment remains unpaid, to charge thedefaulting Hong Kong Underwriter interest on the defaulted amountcalculated on the basis of 2% per annum over the best lending rate forHong Kong dollars quoted by The Hongkong and Shanghai Banking
Corporation Limited;

10.1.4

to take delivery of all or part of its Hong Kong Public Offering
Underwriting Commitment and at any time sell any Hong Kong Offer
Shares so taken up to repay all or any part of the amount owing to it bysuch defaulting Hong Kong Underwriter; andPage 13

10.1.5

to claim from such defaulting Hong Kong Underwriter the amount of any
shortfall as a result of Clause 10.1.4 above.

10.2 Termination:

11.

10.2.1

Unless otherwise set forth in Schedule 1 hereto, this Agreement shallterminate: (1) at the close of business on the thirtieth day following thelast day for lodging applications under the Hong Kong Public Offering,unless any of such provisions are terminated at such earlier time as theOverall Coordinator may determine by notice to that effect sent to eachHong Kong Underwriter; (2) on the date of termination of the Hong Kong
Underwriting Agreement if the Hong Kong Underwriting Agreement isterminated in accordance with its terms or otherwise prior to thecompletion of the Hong Kong Public Offering or the International Offering;or (3) by agreement among the parties hereto in writing.

10.2.2

Upon the termination of this Agreement, each of the parties hereto shallcease to have any rights or obligations under this Agreement, save inrespect of the provisions of this Clause 10 and Clauses 8(Representations, Warranties and Undertakings), 9 (Indemnification)and 12 (Miscellaneous) and any rights and obligations which may haveaccrued prior to such termination.

Overall Coordinators
11.1 Overall Coordinators: Where there is more than one Overall Coordinator, anyreference in this Agreement to the “Overall Coordinator” shall be construed as set
forth in Schedule 1 hereto under the sub-heading “Overall Coordinator”.
11.2 Conflicts: Where there is any conflict between the Hong Kong Underwriting
Agreement and this Agreement in relation to the roles of the Overall Coordinators,
the Hong Kong Underwriting Agreement will prevail.

12.

Miscellaneous
12.1 Notices: Save as expressly otherwise provided, all notices delivered hereundershall be in writing and in English and shall be communicated to the addresses,
facsimile numbers or email addresses set forth in Schedule 3 hereto. Any such
notice or other communication shall be addressed as provided in this Clause 12.1
and, if so addressed, shall be deemed to have been duly given or made as follows:(1) if sent by personal delivery, upon delivery at the address of the relevant party;(2) if sent by post, two (or five, if posted to or from a place outside Hong Kong)
Business Days after the date of posting; (3) if sent by facsimile, when despatchedwith confirmed receipt as evidenced by the transmission report generated at theend of the transmission of such facsimile by the facsimile machine used for suchtransmission; and (4) if sent by email, when transmitted. A party may notify theother parties to this Agreement of a change to its relevant address, facsimile
number or email for the purposes of this Clause 12.1, provided that such
notification shall only be effective on the date specified in the notification as thedate on which the change is to take place; or if no date is specified or the datespecified is less than two Business Days after the date on which notice is given,
the date falling two Business Days after notice of any such change has been given.
12.2 Announcements: Subject to the provisions of this Clause 12.2, no announcement
concerning this Agreement, any matter contemplated herein or any ancillarymatter hereto shall be made by any of the parties hereto (or by any of theirrespective directors, officers or agents) without the prior written approval of theOverall Coordinator, such approval not to be unreasonably withheld or delayed.
Notwithstanding the foregoing, any party hereto may make an announcement
concerning this Agreement, any matter contemplated herein or any matter

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ancillary hereto if and to the extent required by law, or required by any securities
exchange or regulatory or governmental body to which such party is subject or
submits, wherever situated, including, without limitation, the SEHK and the SFC,
whether or not the requirement has the force of law. The restrictions contained inthis Clause 12.2 shall continue to apply after the termination of this Agreement
without limit in time.
12.3 Confidentiality: Subject to this Clause 12.3, each party hereto shall, and shallprocure that its affiliates, directors, officers and agents will, treat as strictly
confidential all information received or obtained as a result of entering into or
performing this Agreement, which relates to the provisions of this Agreement, thenegotiations relating to this Agreement, the matters contemplated under thisAgreement or the other parties to this Agreement. Any party hereto may disclose,or permit its directors, officers and agents to disclose information which would
otherwise be confidential if and to the extent: (1) required by law, rule orregulation or order of a court of competent jurisdiction; (2) required by any
securities exchange or regulatory or governmental body to which such party is
subject or submits, wherever situated, including, without limitation, the CSRC, theSEHK and the SFC, whether or not the requirement for disclosure of suchinformation has the force of law; (3) necessary for such party to establish any
defence or pursue any claim in any legal, arbitration or regulatory proceeding orinvestigation; (4) required to vest the full benefit of this Agreement in such party;(5) disclosed to the professional advisers and auditors of such party under a dutyof confidentiality; (6) the information has come into the public domain through nofault of such party; (7) the information becomes available to such party on a nonconfidential basis from a person not known to be bound by any confidentiality
agreement with any of the other parties to this Agreement or to be otherwise
prohibited from disclosing the information; (8) the other parties have given priorwritten approval to the disclosure, such approval not to be unreasonably withheld
or delayed; or (9) (where the disclosure is made otherwise than by the Overall
Coordinator or any of its respective directors, officers or agents) the Overall
Coordinator has given prior written approval to such disclosure; provided,
however, that, in the case of subsections (1) to (4) of this Clause 12.3, any suchinformation disclosed shall be disclosed only after consultation with the Overall
Coordinator. The restrictions contained in this Clause 12.3 shall continue to apply
after the termination of this Agreement without limit in time.
12.4 Governing Law and Jurisdiction: This Agreement shall be governed by andconstrued in accordance with Hong Kong law. Each of the parties hereto
irrevocably agrees that any suit, action or proceeding (“Proceedings”) relating toany dispute, differences, claims or other matters arising out of or in connection
with this Agreement must be brought in the Hong Kong courts, and it hereby
submits to the exclusive jurisdiction of such courts in connection therewith andwaives any objection which it may have now or hereafter to the laying of the venueof any such Proceedings in any such court and any claim that any such Proceedings
have been brought in an inconvenient forum. Each of the parties hereto
irrevocably agrees that any writ, summons, order, judgment or other notice oflegal process shall be sufficiently and effectively served on it if delivered inaccordance with Clause 12.1 (Notices).
12.5 Entire Agreement: This Agreement, the Hong Kong Underwriting Agreement andany other documents and agreements referred to in this Agreement constitute thewhole and only agreement among the Hong Kong Underwriters (other than theOverall Coordinator) and the Overall Coordinator relating to the Hong Kong Public
Offering and supersede and extinguish any prior drafts, agreements,
undertakings, representations and warranties of any nature whatsoever, whether
or not in writing, relating thereto, made or given by any other party or any otherperson, whether or not in writing, at any time prior to the execution of thisAgreement (“Pre-contractual Statements”). Each party hereto acknowledges thatin entering into this Agreement on the terms set out in this Agreement it is not

Page 15

relying upon any Pre-contractual Statement which is not expressly set out herein
or in the documents or agreements referred to herein. No party shall have any
right of action (except in the case of fraud) against any other party to thisAgreement arising out of or in connection with any Pre-contractual Statement
except to the extent that such Pre-contractual Statement is repeated in thisAgreement and the other documents or agreements referred to herein.
12.6 Counterparts: This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original binding on theparty who shall have executed it, but all of which shall together constitute one
and the same instrument.
12.7 Others:
12.7.1The parties or any of them may release, or compromise the liability ofor grant time or other indulgence to any other party hereto without
releasing or reducing the liability of such party.

12.7.2

No delay or omission on the part of any party hereto in exercising any
right, power or remedy under this Agreement shall impair such right,
power or remedy or operate as a waiver thereof. The single or partial
exercise of any right, power or remedy under this Agreement shall notpreclude any other or further exercise thereof or the exercise of any
other right, powers or remedy. The rights, power and remedies provided
in this Agreement are cumulative and not exclusive of any rights, powers
and remedies provided by law.

12.7.3This Agreement can only be amended or supplemented in writing signed
by each of the parties hereto.

12.7.4

Time is of the essence of this Agreement.

12.7.5

Subject to the provisions of Clause 3 (Authorisation of Overall
Coordinator), in carrying out any obligation or performing any action
required to be undertaken by it under this Agreement, none of the Hong
Kong Underwriters shall be, or shall represent itself as being, an agent,
partner, or representative of any of the other Hong Kong Underwriters.

12.7.6

If any provision of this Agreement is held to be invalid or unenforceable,
then such provision shall (so far as it is invalid or unenforceable) be givenno effect and shall be deemed not to be included in this Agreement but
without invalidating any of the remaining provisions of this Agreement.

12.7.7

Each of the parties hereto undertakes with the other parties hereto thatit shall execute and perform and procure that there are executed andperformed such further documents and acts as the other parties may
reasonably require to give effect to the provisions of this Agreement.

12.7.8This Agreement shall be binding on, and inure for the benefit of, theparties hereto and their respective successors and permitted assigns.
The Hong Kong Underwriters or any of them may only assign to anaffiliate the benefit of the representations, warranties, undertakings andagreements (in whole or in part) contained in this Agreement and thebenefit of the indemnity in Clause 9 (Indemnification).
Save asaforesaid, no party hereto shall assign or transfer all or any part of any
benefit of, or interest in, this Agreement, or any benefit, interest, rightor obligation arising under this Agreement.

12.7.9A person who is not a party to this Agreement shall not have any rights
under the Contracts (Rights of Third Parties) Ordinance to enforce any

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terms of this Agreement but this does not affect any right or remedy ofa third party which exists or is available apart from the Contracts (Rightsof Third Parties) Ordinance, and to the extent otherwise set out in thisClause 12.7.9. Indemnified parties may enforce and rely on Clause 9(Indemnification) to the same extent as if they were a party to thisAgreement. An assignee pursuant to Clause 12.7.8 above may enforce
and rely on this Agreement as if it were a party to this Agreement. This
Agreement may be terminated or rescinded and any term may beamended, varied or waived without the consent of the persons referred
to in this Clause 12.7.9.

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